IBERSOL • 2023 Integrated Management Report

INTEGRATED MANAGEMENT REPORT 2023 Recommendation IV.2.1. - Despite the fact that the non-executive di- rectors have not appointed a coordinator among themselves, it can be seen in practice that the non-executive directors, acting in mutual collaboration, benefit from agile communication with the other execu- tive and non-executive directors and have access to the conditions and means necessary for the proper performance of their duties, and that the Board of Directors carries out an annual assessment of its own per- formance, both in terms of its collective performance and the individual performance of the executive members and non-executive members, emphasising the analysis of the parameters of good compliance with the strategic plan and budget outlined for the company, assessing the risk management process, as well as placing this assessment at the level of the relationship with the other company bodies and the Remunera- tion Committee. In this sense, and as mentioned in point 18 above of this Report, the non-executive directors fulfil their duties in the context of a mutual and integrated functional coordination between them which has promoted, in all aspects, an effective and efficient response from them to the demands of their respective corporate mandates. Recommendation IV.2.4. - As the Board of Directors is made up of three non-executive members and considering, as stated in point 18 above of this Report, that member Maria Deolinda Fidalgo do Couto does not fulfil the independence criteria in this area, it is understood, on the one hand, that mem-ber Maria do Carmo Guedes Antunes de Oliveira ful- fils all the necessary independence re-quirements in the exercise of her position on the Board of Directors. In addition, although Professor Juan Carlos Vazquez-Dodero de Bonifaz has held his position continuously since 1999 as a result of successive elections held at subsequent gen- eral election meetings, this circumstance does not, in itself, represent a factor in his non-independence, but is merely an assumption resulting from the passage of time with no real impact on the actual material conditions of his holding his corporate position. Thus, this temporal con- ditioning has not been capable of affecting or conditioning, in any way, his necessary impartiality in analyzing and deciding, during his respec- tive terms of office and to date. And, although he is a director of related companies, he does not exercise any executive functions in them, does not collabo-rate or interfere in their day-to-day management, nor does he provide any of these compa-nies with any other type of collaboration, 365

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